SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   Quarterly Report Under Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

                 For the quarterly period ended: June 30, 2003

                                       OR

|_|   Transition Report Under Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

               For the transition period from:________ to________

                       Commission File Number: 000-030813

                                  AlphaRx, Inc.
                 (Name of Small Business Issuer in its Charter)

         Delaware                                        98-0177440
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                             10-75 East Beaver Creek
                             Ontario L4B 1B8, Canada
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (905) 762-0745

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.0001 par value
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  |X|   No |_|


The number of outstanding shares of registrant's Common Stock on August 11, 2003
was 16,920,082.

Transitional Small Business Disclosure Format. Yes  |_|   No |X|


<PAGE>

                                  ALPHARx, INC.

                                   FORM 10-QSB

                                  June 30, 2003



                                TABLE OF CONTENT


DESCRIPTION                                                                 Page

Part I           Financial Information

Item 1           Financial Statements                                        3

                 Unaudited Balance Sheets as of June 30, 2003 and 2002       3

                 Unaudited Statements of Operations for the three months
                 ended June 30, 2003 and 2002                                5

                 Unaudited Statements of Operations for the nine months
                 ended June 30, 2003 and 2002                                6

                 Unaudited Statements of Cash Flows for the nine months
                 ended June 30, 2003 and 2002                                7

                 Unaudited Statement of Retained Deficits for the six
                 months ended June 30, 2003 and 2002                         8

                 Notes to the Financial Statements                           9

Item II          Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                        15

Part II          Other Information                                          18

SIGNATURE PAGE                                                              20


2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                               ALPHARX, INC.

                       (A Development Stage Company)


                               BALANCE SHEETS
                        AS OF JUNE 30, 2003 and 2002

                                   ASSETS

<TABLE>
<CAPTION>
                                                                June 30         June 30
                                                                  2003            2002
                                                                --------        --------
<S>                                                             <C>             <C>
CURRENT ASSETS
   Cash                                                         $ 33,493        $  5,072
   Accounts Receivable                                             1,702          14,488
   Due from Officer                                                    0           1,587
   Notes Receivable                                                    0           4,398
   Prepaid Legal Fees                                             41,402              --
   Inventory                                                     120,089          47,797
                                                                --------        --------

     TOTAL CURRENT ASSETS                                        196,686          73,342


PROPERTY, PLANT & EQUIPMENT, at cost

         Less accumulated deprecation of $73,322(note 4)         114,104              --
         Less accumulated deprecation of $46,594                      --         121,059
                                                                                --------

OTHER ASSETS

   Licensing Rights                                              230,000              --
   Investment                                                     20,000          46,408

     TOTAL OTHER ASSETS                                          250,000          46,408


TOTAL ASSETS                                                    $560,790        $240,809
                                                                ========        ========
</TABLE>


3

<PAGE>

                    LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                  June 30         June 30
                                                                    2003            2002
                                                                -----------       ---------
<S>                                                             <C>               <C>
CURRENT LIABILITIES
   Accounts Payable and Accrued Liabilities                     $    38,371       $     440
   Notes Payable-Current (note 7)                                   255,448         474,164
   Salary Payable                                                     9,000         154,000
   Sales Tax Payable                                                      0             787
   Accrued Interest                                                   3,242          29,117
   Litigation Liabilities (note 8)                                   25,000               0
        TOTAL CURRENT LIABILITIES                                   331,061         658,508

LONG-TERM LIABILITIES
   Deposit                                                               --           5,000
   Note Payable                                                      13,553

SHAREHOLDER'S EQUITY

Common Stock, common, $ 0.0001 par value,
  Authorized 100,000,000 shares, issued and
  outstanding 16,920,082 shares (note 5)                        $     1,692              --
  Additional paid-in capital                                      3,743,445              --
  Deficit                                                        (3,528,961)             --
                                                                                  ---------
Common Stock, common, $0.0005 par value,
  Authorized 100,000,000 shares, issued and
  outstanding 11,793,064 shares                                          --       $   5,896
  Additional paid in capital                                                      1,923,330
  Deficit                                                                        (2,351,925)
                                                                                  ---------
TOTAL SHAREHOLDER'S EQUITY                                          216,176        (422,699)
                                                                -----------       ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $   560,790       $ 240,809
                                                                ===========       =========
</TABLE>


4
<PAGE>

                               ALPHARx, INC.

                       (A Development Stage Company)

                          STATEMENT OF OPERATIONS
             FOR THE THREE MONTHS ENDED JUNE 30, 2003 and 2002
                                (Unaudited)


                                                            June 30
                                                    ----------------------
                                                        2003         2002
                                                    ---------    ---------
SALES                                               $   1,241    $     142

COST OF SALES                                             587           59
                                                    ---------    ---------

GROSS PROFIT                                              654           83

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          167,078      135,104

         LOSS FROM OPERATION                         (166,424)    (135,021)

OTHER INCOME

   Interest Income                                               $       1

         LOSS BEFORE INCOME TAXES                    (166,424)    (135,020)

INCOME TAX                                                  0            0

NET LOSS                                            $(166,424)   $(135,020)
                                                    =========    =========



5
<PAGE>

                               ALPHARX, INC.

                       (A Development Stage Company)

                          STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED JUNE 30, 2003 and 2002


                                                           June 30
                                                   -----------------------
                                                      2003          2002
                                                   ---------     ---------
SALES                                              $   3,739     $  13,982

COST OF SALES                                          2,830         9,991
                                                   ---------     ---------

GROSS PROFIT                                             909         3,991


SELLING, RESEARCH AND DEVELOPMENT, GENERAL
AND ADMINISTRATIVE EXPENSES                          729,171       563,824
                                                   ---------     ---------


         LOSS FROM OPERATIONS                       (728,262)     (559,833)

OTHER INCOME
   Interest Income                                 $       2     $       1
   Other Income                                       10,682            --

         LOSS BEFORE INCOME TAXES                   (717,578)     (559,832)


INCOME TAX                                                 0             0
                                                   ---------     ---------


NET LOSS                                           $(717,578)    $(559,832)
                                                   =========     =========



6
<PAGE>

                               ALPHARX, INC.

                       (A Development Stage Company)

                          STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED JUNE 30, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                  June 30
                                                                      ----------------------------
                                                                         2003              2002
                                                                      ---------          ---------
<S>                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                           $(717,578)         $(559,832)
   Depreciation Amount                                                   20,990             16,793

   Adjustments to reconcile note income to net cash Cash
     provided by operating activities:
        Changes in assets and liabilities:
           Increase in Accounts Receivable                               (1,702)           (14,488)
           Increase (Decrease) in Accounts Payable                       13,691            (27,337)
           Increase in Customer Deposits                                     --              5,000
           Increase in Accrued Interest                                   3,242             18,782
           Increase (Decrease) in Salary Payable                          9,000           (124,000)
           Increase in Sales Tax Payable                                     --                787
           Increase in Due from Officer                                      --             (1,587)
           Increase in Loan                                                  --             (4,399)
           Increase in Inventory                                        (67,948)           (47,797)
           Increase in Notes Payable-Current                            204,653            224,410
           Increase in Prepaid Legal Fees                               (12,017)                --
           Increase in Notes Payable                                     12,029                 --
                                                                      ---------          ---------
NET CASH USED BY OPERATIONS ACTIVITIES                                $(535,640)          (513,668)

CASH FLOWS FROM INVESTING ACTIVITIES
          Increase in Licensing Rights                                 (230,000)                --
          Increase of Investment                                        (20,000)                --
          Acquisition of PP&E                                           (17,992)            (2,497)
                                                                      ---------          ---------
NET CASH USED BY INVESTING ACTIVITIES                                 $(267,992)         $  (2,497)

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from Issuance of Stock                                      159                945
       Increase in Additional Paid-In Capital                           846,168            536,551
                                                                      ---------          ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             $ 846,327          $ 537,496

NET INCREASE IN CASH                                                     42,695             21,331

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AS OF September 30, 2002 (2001)                                     (9,202)           (16,259)
                                                                      ---------          ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $  33,493          $   5,072
                                                                      =========          =========
</TABLE>

SUPPLEMENTARY DISCLOSURE:
The statement of cash flows using indirect method as defined under Statement of
Financial Accounting Standard of No. 95.



7
<PAGE>

                               ALPHARX, INC.

                       (A Development Stage Company)

                       STATEMENT OF RETAINED DEFICITS
              FOR THE NINE MONTHS ENDED JUNE 30, 2003 and 2002


RETAINED DEFICITS

<TABLE>
<CAPTION>
                                                    2003                                           2002
                                               -------------                                 -------------
<S>                                            <C>                         <C>               <C>
  Beginning balance, October 1, 2002           $  (2,811,383)         Oct. 1, 2001           $  (1,792,093)

  Net loss for the period                           (717,578)                                     (559,832)
                                               -------------                                 -------------

  -Ending balance, June 30, 2003               $  (3,528,961)         Jun. 30, 2002          $  (2,351,925)
                                               =============                                 =============
</TABLE>





8
<PAGE>

                               ALPHARX, INC.

                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

                               JUNE 30, 2003


NOTE 1. INTERIM FINANCIAL INFORMATION

In the opinion of management, the accompanying unaudited financial statements
contain all necessary adjustments, which are of a normal recurring nature, to
present fairly the financial position of AlphaRx, Inc. as of June 30, 2003 and
2002, the results of operations for the nine months ended June 30, 2003 and
2002, and the cash flows for the nine months ended June 30, 2003 and 2002, in
conformity with generally accepted accounting principles. Operating results for
the nine months period ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the entire year ending September 30, 2003 or
future operating periods.

These unaudited interim financial statements should be read in conjunction with
the audited financial statements and related notes contained in AlphaRx's Form
10-KSB for the fiscal year ended September 30, 2002.

NOTE 2. FORMATION AND ORGANIZATION OF BUSINESS

ALPHARX, INC. (the Company) was incorporated under the laws of the State of
Delaware on August 8, 1997. The company is an emerging pharmaceutical company
specializing in the formulation of therapeutic products using proprietary drug
delivery technologies. The company was formally known as LOGIC TECH
INTERNATIONAL, INC., and had its corporate name amended during the fiscal year
of 1998.



9
<PAGE>

                                  ALPHARX, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003


NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of ALPHARX, INC. is presented to
assist in understanding the Company's financial statements. The financial
statements and notes are representations of the Company's management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.

Cash and Cash Equivalent

For purpose of these statements, cash equivalent included cash on hand, cash in
bank, and all short-term debt securities purchased with a maturity of three
months or less.

Depreciation

The company's property, plant, and equipment are depreciated using the Modified
Accelerated Cost Recovery System Method, with recovery period of 3 years & 7
years.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated by using
Modified Accelerated Cost Recovery System Method for financial reporting as well
as income tax reporting purposes at rates based on the following estimated
useful lives:

                Automobiles                        5 years
                Machinery and Equipment            3 years
                Furniture and Fixtures             7 years
                Improvements                      10 years

The company capitalizes expenditures that materially increase assets' lives and
expense ordinary repairs and maintenance to operating as incurred. When assets
are sold or disposed or otherwise fully depreciated, the cost and related
accumulated deprecation are removed from the accounts and any gain or loss is
included in the statement of income and retained earnings.


10
<PAGE>

                                  ALPHARX, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2003

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued.)

Income Taxes

The company is a C Corporation that subjects to accrual of federal tax according
to tax laws. There is no income tax for period ended since the company was under
a development stage and did not have active business operations. The State of
Delaware does not impose tax on corporation net income.

Research and Development (R&D)

All R&D were charged to expense for the period ended. These costs included
traveling to explore and evaluate new products and negotiating marketing rights,
products licensing, and various legal and professional fees incurred for
preparation of patent applications. A total of $183,569 R&D expense had been
spent during the interim period.

NOTE 4. PROPERTY, PLANT & EQUIPMENT

                                                       Life Year
Automobiles                              $  36,216             5
Machinery & Equipments                     137,718             7
Furniture & Fixtures                        11,656             7
Improvements                                 1,836            10
                                         ---------
     Less accumulated depreciation          73,322
                                          $114,104


NOTE 5. COMMON STOCK

The Company is authorized to issue 100,000,000 shares of common stock. As of
June 30, 2003, 16,920,082 shares of such common stock had been issued and
outstanding, each share bears a par value of $0.0001.


11
<PAGE>

                                  ALPHARX, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003

NOTE 6. STOCK OPTION PLAN

The Company has a Stock Option Plan (Plan) under which officers, key employees,
certain independent contractors, and non-employee directors may be granted
options to purchase shares of the Company's authorized but unissued common
stock. Since the fiscal year of 2001, the option plan was terminated. Under the
Plan, the option exercise price and its fair market value are determined to be
US$0.10. Outstanding stock options granted under the Plan will remain in effect
until the expiration date specified in those options. Options currently expire
no later than 10 years from the grant date and generally vest within five years.
Proceeds received by the Company from exercises of stock options are credited to
common stock and additional paid-in capital. Additional information with respect
to the Plan's stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                              Weighted
                                                             Number of        Average
                                                             Shares           Exercise Price
                                                             ---------        --------------
<S>                                                          <C>              <C>
Outstanding at June 20, 2000 (plan adoption)                 1,600,000                $0.10
Granted                                                      1,150,000                $0.10
Exercised                                                            0                $0.10
Cancelled                                                      450,000                $0.10
                                                             ---------        --------------
Outstanding at June 30, 2003                                 1,150,000                $0.10
                                                             =========        ==============
Options exercisable at June 30, 2003                           862,500                $0.10
                                                             =========        ==============
</TABLE>

The Company has adopted a new option plan on February 10, 2003 under which
1,500,000 common shares will be granted to certain key employees and directors.
Under the Plan, the option exercise price and its fair market value are
determined to be US$0.63-US$0.69. All options will be expired on February 10,
2008 and will vest, and become exercisable in three installments. Proceeds
received by the Company from exercises of stock options are credited to common
stock and additional paid-in capital. Additional information with respect to the
Plan's stock option activity is as follows:




See accountant's review report


12
<PAGE>

                                  ALPHARX, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003

NOTE 6. STOCK OPTION PLAN
(continued.)

<TABLE>
<CAPTION>
                                                                              Weighted
                                                             Number of        Average
                                                             Shares           Exercise Price
                                                             ---------        --------------
<S>                                                          <C>              <C>
Outstanding at February 10, 2003 (plan adoption)             1,500,000                 $0.65
Granted                                                        555,000                 $0.65
Exercised                                                            0                 $0.65
Cancelled                                                            0                 $0.65
                                                             ---------        --------------
Outstanding at June 30, 2003                                   555,000                 $0.65
                                                             =========        ==============
Options exercisable at June 30, 2003                           178,330                 $0.65
                                                             =========        ==============
</TABLE>

The Company has elected to follow APB Opinion No. 25 (Accounting for Stock
Issued to Employees) in accounting for its employee stock options. Accordingly,
no compensation expense is recognized in the Company's financial statements
because none of the vested options were exercised.

 NOTE 7. NOTES PAYABLE

At June 30, 2003, the Company has a note payable of $269,001. This note is
unsecured and bears interest at 0%-12% per annum. $255,448 of the notes payable
has been classified as current in the accompanying Balance Sheets because
repayment is anticipated from July 1, 2003 to September 30, 2003.


See accountant's review report



13
<PAGE>

                                  ALPHARX, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2003

NOTE 8. LITIGATION LOSS

The Company is a defendant in a lawsuit, filed by a prospective investor as of
August 2002, alleging breach of contract, which seeks damages totaling $25,000.
Due to the fact that we had failed to obtain a legal opinion from the Company's
counsel, the entire claim is accrued in the financial statements.

NOTE 9. COMMITMENTS

Leases

The Company leases its computers until February 28, 2006 and the aggregate
minimum monthly payments due are as follows:

                     Year                      Amount

                     2005                       $341
                     2004                       $1,755
                     2003                       $1,840
                     2002                       $1,499

The Company leases its automobile until October 31, 2006 and the aggregate
minimum monthly payments due are as follows:

                     Year                      Amount

                     2006                      $284
                     2005                      $3,403
                     2004                      $3,403
                     2003                      $3,403
                     2002                      $3,658



14
<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS OF
        OPERATIONS AND PLAN OF OPERATION

      The following discussion and analysis should be read in conjunction with
the Financial Statements, including the Notes thereto, appearing in this Form
10-QSB. Except for the historical information contained herein the foregoing
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those projected
in the forward-looking statements discussed herein.

General

      We are a development stage drug delivery company specializing in the
development of innovative therapeutic products for the pharmaceutical and
consumer health care market. Our core competence is in the development of novel
drug formulations for therapeutic molecules or compounds that have exhibited
poor G.I. absorption due to poor solubility or have yet be administerable to the
human body with an acceptable delivery method. Our drug delivery system is
versatile and offers significant flexibility in the development of suitable
dosage formulations (i.e. oral, topical or parenteral) to meet the requirements
of specific drug molecules. Our primary activities since inception (August 7,
1997) have been, in addition to research and development, establishing our
offices and research facilities, recruiting personnel, filing patent
applications, developing a business strategy and raising capital.

      We acquired the world-wide exclusive commercialization rights of VT-1 from
Select Therapeutics Inc. in January 2003. Discovered by scientists at the
Hospital for Sick Children, the University Health Network and the University of
Toronto, VT-1 has demonstrated the ability to kill tumor cells that express a
certain receptor (CD77) with great efficiency. Our initial development focus for
VT-1 will target "poor prognosis cancer patients", such as patients diagnosed
with recurrent, advanced brain tumors.

      We have successfully completed the test marketing of Flexogan, a series of
over-the-counter topical analgesics. A national roll-out in Canada is expected
to occur in August 2003, at which time management anticipates the Company
emerging from the development stage.

      We intend to continue investing in the further development of our drug
delivery technologies and to actively seek collaborators and licensees to
accelerate the development and commercialization of products incorporating our
drug delivery systems. Depending upon a variety of factors, including
collaborative arrangements, available personnel and financial resources, we will
conduct or fund clinical trials on such products and will undertake the
associated regulatory activities.

RESULTS OF OPERATIONS

      The first nine months of fiscal year 2003 ending June 30, 2003 resulted in
a net loss $717,578 from operations as compared to $559,832 for the
corresponding fiscal 2002 period. The


15
<PAGE>


increase in the net loss was primarily due to cost incurred to prepare Flexogan
for commercial production.

Research and Development Expense

      Research and development expense for the nine months ended June 30, 2003
was approximately $183,569, compared to approximately $325,254 for the
corresponding fiscal 2003 period. The decrease was primarily due to a voluntary
salary reduction by key scientific officers.

      Our research and development expenses may include costs for scientific
personnel, supplies, equipment, outsourced clinical and other research
activities, consultants, utilities, administrative expenses and an allocation of
corporate costs. The scope and magnitude of future research and development
expenses cannot be predicted at this time for our product candidates in the
early phases of research and development as it is not possible to determine the
nature, timing and extent of clinical trials and studies, the FDA's requirements
for a particular drug and the requirements and level of participation, if any,
by potential partners. As potential products proceed through the development
process, each step is typically more extensive than the previous one. Success in
development therefore results, generally, in increasing expenditures.
Furthermore, our business strategy involves licensing certain of our drug
candidates to collaborative partners. Depending upon when such collaborative
arrangements are executed, the amount of costs incurred solely by the Company
will be impacted.

LIQUIDITY AND CAPITAL RESOURCES

      Since inception, we have financed operations principally from the sale of
Common Stock and expect to continue this practice to fund our ongoing
activities.

      We incurred a net loss of approximately $717,578 for the nine months ended
June 30, 2003, resulting in an accumulated deficit of approximately $3,528,961.
We expect to continue to incur operating losses and may require additional
financing to continue our operations thereafter.

      We currently do not have sufficient resources to complete the
commercialization of any of our proposed products or to carry out our business
strategy. Therefore, we will likely need to raise substantial additional capital
to fund our operations sometime in the future. We cannot be certain that any
financing will be available when needed. Any additional equity financings may be
dilutive to our existing shareholders, and debt financing, if available, may
involve restrictive covenants on our business.

      We expect to continue to spend capital on:

      1. research and development programs;
      2. preclinical studies and clinical trials;
      3. regulatory processes; and
      4. manufacture and market products using our drug delivery systems.


16
<PAGE>

      The amount of capital we may need will depend on many factors, including:

      1. the progress, timing and scope of our research and development
         programs;
      2. the progress, timing and scope of our preclinical studies and clinical
         trials;
      3. the time and cost necessary to obtain regulatory approvals;
      4. the time and cost necessary to establish our own sales and marketing
         capabilities or to seek marketing partners to market our products for
         us;
      5. the time and cost necessary to respond to technological and market
         developments; and
      6. new collaborative, licensing and other commercial relationships that we
         may establish.

      The inability to raise capital would have a material adverse effect on the
Company.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

      AlphaRx is a development stage company. Certain of the information
contained in this document constitutes "forward-looking statements", including
but not limited to those with respect to the future revenues, our development
strategy, involve known and unknown risks, uncertainties, and other factors
which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the risks and uncertainties associated with a drug delivery company which has
not commercialized our first product, including a history of net losses,
unproven technology, lack of manufacturing experience, current and potential
competitors with significant technical and marketing resources, need for future
capital and dependence on collaborative partners and on key personnel.
Additionally, we are subject to the risks and uncertainties associated with all
drug delivery companies, including compliance with government regulations and
the possibility of patent infringement litigation, as well as those factors
disclosed in our documents filed from time to time with the United States
Securities and Exchange Commission.




17
<PAGE>


PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      Farhad Walji vs. AlphaRx, Inc. and AlphaRx Canada Limited filed in the
Supreme Court of British Columbia on August 23, 2002. Farhad Walji has filed a
claim asking for $25,000 plus interest for allegedly providing $20,000 pursuant
to a subscription agreement to purchase common shares of AlphaRx's stock and
damages resulting from lost opportunity. The Company has denied any liability in
this case and is currently defending this action vigorously. Nonetheless, the
value of the entire claim has been accrued in our financial statements as a
contingent liability.

      Rammgraph Ltd. o/a Iplatform Imaging vs. AlphaRx Inc. filed in the Ontario
Superior Court of Justice on June 16, 2003. Rammgraph has filed a claim asking
for $18,934 for allegedly providing design services to the Company. The Company
has denied any liability in this case and is currently defending this action
vigorously.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

      During the three months ended June 30, 2003, the Company conducted a
private placement and sold an aggregate of 75,524 restricted shares of the
Company's common stock to foreign investors at a price of $0.45 per share for a
total purchase price of $33,985 in reliance on Rule 506 of Regulation D and/or
Section 4(2) of the Securities Act and to persons outside the United States
within the meaning of Regulation S of the Securities Act in a private
transaction that did not involve a public offering. In connection with this
private placement, the Company issued a warrant to purchase a maximum of 75,524
restricted shares of the Company's common stock with an exercise price of $0.65
per share.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5 - OTHER INFORMATION

      None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      (a) EXHIBITS.

          32.1     Certification by Chief Executive Officer


18
<PAGE>

          32.2     Certification by Chief Financial Officer

      (b) REPORTS ON FORM 8-K

          No reports on Form 8-K were filed during the quarter ended June 30,
          2003.






19
<PAGE>

                                   SIGNATURES:


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             ALPHARx, INC.


Date: August 12, 2003                  By:   /s/ Michael Lee
                                             -----------------------------------
                                             MICHAEL LEE
                                             Chief Executive Officer, President,
                                             (Principal Executive Officer)



Date: August 12, 2003                  By:   /s/ Marcel Urbanc
                                             -----------------------------------
                                             MARCEL URBANC
                                             Chief Financial Officer
                                             (Principal Financial Officer)







20
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                                INDEX TO EXHIBITS

EXHIBIT NO.                DESCRIPTION

31.1                       Certification by Chief Executive Officer

31.2                       Certification by Chief Financial Officer

32.1                       Certification by Chief Executive Officer

32.2                       Certification by Chief Financial Officer





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